Brief Fact Summary. Company 1 bid on a contract to build a lighting system for the United States Corps. of Engineers. In preparing its bid, company 1 received a price quote for a generator from company 2. After the United States Corps. of Engineers accepted company 1's bid, company 2 increased its price for the generator and subsequently refused to perform.
Synopsis of Rule of Law. "[W]here parties have reached an enforceable agreement for the sale of goods, but omit therefrom the terms of payment, the law will imply, as part of the agreement, that payment is to be made at time of delivery."
Issue. Under the Uniform Commercial Code ("UCC"), can a contract be formed even if the parties have not agreed to all the terms?
Held. Yes. The court first recognized that Kansas's enactment of UCC §2-204(3) reads: "Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy." The court went on to recognize that omission of even an important term does not undercut the existence of a contract. Since the missing term here concerns the time and place of payment, K.S.A. 84-2-310 will supply the missing term. This § states: "Unless otherwise agreed[:] (a) payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery".
Discussion. The UCC breaks away from the common law "Mirror Image Rule" and allows a contract to be recognized although contracting parties have not agreed to all the terms.